PowerRaise
      Inc.

    Chairman
      of the Board of Directors Agreement

     

    This
      letter agreement (this "Agreement")
      will
      confirm our agreement with respect to your services to PowerRaise Inc. (the
      "Company")
      under
      the terms and conditions that follow:

    


    1.
      Position,
      Duties and Time Commitment.

    


    (a)
      As
      Chairman of the Board of Directors (the "Board")
      of the
      Company, you are expected to devote no less than two days each week to the
      performance of your duties, and to maintain loyalty to the Company and to not
      take any action that would directly or indirectly promote any competitor or
      impair the Company's interests. Subject to the foregoing, you may engage in
      other business or charitable activities to the extent that they do not interfere
      or create a conflict with your fiduciary obligations to the
      Company.

    


    (b)
      Specifically, but not exclusively, your duties and responsibilities will include
      the following: (i) to participate in all meetings of the Board and stockholders;
      (ii) to serve on such committees of the Board as required by the Company; (iii)
      to provide strategic guidance, advice and support to the senior management
      of
      the Company with respect to the management of the operations of the Company;
      (iv)
      to
      assist in the
      completion of a merger between the Company and an Israeli company; (v) to
      establish the Company’s board of directors and assist in the nomination and
      election of its remaining members; and (vi) to act in cooperation with
      management to ensure the proper management of the Company, in compliance with
      the securities laws of the United States, the rules and regulations of the
      United Stated Securities and Exchange Commission and the rules of any stock
      exchange where the securities of the Company are listed, from time to time,
      or
      any quotation service that makes a market in the securities of the
      Company.

    


    2.
      Compensation.

    


    For
      all
      services that you perform for the Company and its affiliates, as compensation
      the Company will:

    


    (a)
      Upon
      the execution of this Agreement, issue an option to you to purchase up to
      100,000 shares of the Company’s common stock at an exercise price of $0.01 per
      share at any time on or before the third anniversary of this
      Agreement.

    


    (b)
      Upon
      the execution of this Agreement, and thereafter on each of September 15, 2008
      and October 15, 2008 if you shall hold the office of Chairman of the Board
      on
      such dates, issue an option to you to purchase up to 50,000 shares of the
      Company’s common stock at an exercise price of $0.01 per share at any time on or
      before the third anniversary of the date of issuance of such option, so that,
      in
      the aggregate pursuant to this Section 2(b), the Company shall issue options
      to
      you to purchase up to 150,000 shares of the Company’s common stock.

    


    (c)
      As
      soon as the budget and resources of the Company permit, make a cash payment
      to
      you in the amount of $14,750.

    


    (d)
      On
      November 15, 2008, and thereafter on the 15th
      day of
      each month for so long as you shall hold the office of Chairman of the Board,
      make a cash payment to you in the amount of $5,000 and issue an option to you
      to
      purchase up to 15,000 shares of the Company’s common stock at an exercise price
      of $0.30 at any time on or before the third anniversary of
      issuance.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (e)
      Reimburse you, upon presentation of receipts evidencing such expenses and for
      so
      long as you shall hold the office of Chairman of the Board, for the reasonable
      cost of maintaining and running your automobile and your telephone.

    


    3.
      Term;
      Termination; Effect of Termination.

    


    (a)
      Unless earlier terminated pursuant to this Paragraph 3, your position as
      Chairman of the Board shall expire at the Annual Meeting of Stockholders of
      the
      Company held in 2009.

    


    (b)
      The
      Board may remove you from your position as Chairman of the Board any time upon
      an affirmative vote of the majority of the members of the Board. The
      shareholders of the Company may vote to remove you at any time upon an
      affirmative vote of the holders of a majority of the issued and outstanding
      shares of the Company.

    


    (c)
      You
      may resign from your position as Chairman of the Board at any time upon written
      notice to the Company; however, we would hope that you provide us with
      reasonable notice prior thereto. 

    


    (d)
      In
      the event your service as Chairman of the Board is terminated by the Board
      pursuant to Section 3(b) above, you shall be entitled after such termination
      to
      six payments of the monthly compensation provided for by Section 2(d) above,
      on
      the 15th
      day of
      each of the six months immediately following the termination, and thereafter
      the
      Company shall have no further obligation to you. If you resign from the Board
      pursuant to Section 3(c) above, then the Company shall have no further
      obligation to you other than for compensation earned through the date of such
      resignation. Notwithstanding anything in this Agreement to the contrary, any
      options to purchase shares of the Company’s common stock granted to you pursuant
      to Section 2 above that have vested prior to such termination or resignation
      shall remain exercisable for a period of two years from such date.

    


    (e)
      The
      terms and conditions of this Agreement shall be reviewed by the Board annually,
      during the month of January, and may be revised with your consent.

    


    4.
      Indemnification.

    


    (a)
      During the term of your service and thereafter, the Company shall indemnify
      you
      to the full extent permitted by law and the by-laws of the Company for all
      expenses, costs, liabilities and legal fees which you may incur in the discharge
      of your duties hereunder.

    


    (b)
      Notwithstanding
      the foregoing, you shall not be entitled to any indemnification with respect
      to
      any claim arising from the
      discharge of your duties hereunder
      if (i)
      your acts were committed in bad faith or were the result of active and
      deliberate dishonesty or other misconduct, fraud or knowing violation of law,
      (ii) you gained any financial profit or other advantage to which you were not
      legally entitled, (iii)
      you
      made profits from the purchase or sale of securities of the Company within
      the
      meaning of Section 16 of the Securities Exchange Act of 1934 or similar
      provisions of any state, (iv) for the payment of distributions in violation
      of
      the Revised Statutes of the State of Nevada, or (v) indemnification by the
      Company under this Agreement is not permitted by applicable law.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.
      No
      Employment.

    


    Execution
      of this Agreement in no way creates, nor shall this Agreement be interpreted
      as
      creating, an employment, agency, partnership or joint venture between you and
      the Company.

    


    6.
      No
      Assignment.

    


    Neither
      you nor the Company may make any assignment of this Agreement or any interest
      herein, by operation of law or otherwise, without the prior written consent
      of
      the other; provided, however, that the Company may assign its rights and
      obligations under this Agreement without your consent to any person with whom
      the Company shall hereafter affect a reorganization, consolidation or merger
      or
      to whom the Company transfers all or substantially all of its properties or
      assets. This Agreement shall insure to the benefit of and be binding upon you
      and the Company and each of your respective successors, executors,
      administrators, heirs and permitted assigns.

    


    7.
      Waiver.

    


    Except
      as
      otherwise expressly provided in this Agreement, no waiver of any provision
      hereof shall be effective unless made in writing and signed by the waiving
      party. The failure of either party to require performance of any term or
      obligation of this Agreement, or the waiver by either party of any breach of
      this Agreement, shall not prevent any subsequent enforcement of such term or
      obligation or be deemed a waiver of any subsequent breach. 

    


    8.
      Severability.

    


    If
      any
      portion or provision of this Agreement shall to any extent be declared illegal
      or unenforceable by a court of competent jurisdiction, then the remainder of
      this Agreement, or the application of such portion or provision in circumstances
      other than those as to which it is so declared illegal or unenforceable, shall
      not be affected thereby, and each portion and provision of this Agreement shall
      be valid and enforceable to the fullest extent permitted by law.

    


    9.
      Entire
      Agreement.

    


    This
      Agreement sets forth the entire agreement and understanding between you and
      the
      Company and supersedes all prior communications, agreements and understandings,
      written and oral, with respect to the terms and conditions of your position
      as
      Chairman of the Board. This Agreement may not be amended or modified, except
      by
      an agreement in writing signed by you and the Chief Executive Officer of the
      Company or other specifically authorized representative of the
      Company.

    


    10.
      Governing
      Law.

    


    This
      Agreement shall be governed, construed and enforced in accordance with the
      laws
      of New York, without regard to the conflict of laws principles thereof. To
      the
      extent applicable, the federal laws of the United States and the corporate
      laws
      of the State of Nevada (or whatever state the Company is incorporated in and
      subject to) shall govern your rights and duties as Chairman of the
      Board.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11.
      No
      Conflicting Agreements.

    


    You
      hereby represent to the Company that neither your execution and delivery of
      this
      Agreement nor your acceptance of the position of Chairman of the Board nor
      your
      performance under this Agreement and the law will conflict with or result in
      a
      breach of any of the terms, conditions or provisions of any agreement to which
      you are a party or are bound or any order, injunction, judgment or decrees
      of
      any court or governmental authority or any arbitration award applicable to
      you.

    


    12.
      Compliance
      with Agreement.
      The
      Company's obligations under this Agreement and its obligation to deliver stock
      under the terms of the stock options granted pursuant to the terms of this
      Agreement are conditioned on your compliance with the terms and conditions
      of
      this Agreement.

    


    If
      the
      foregoing is acceptable to you, please sign the enclosed copy of this letter
      in
      the space provided below and return it to me, whereupon this letter and such
      copy will constitute a binding agreement between you and the Company on the
      basis set forth above as of the date first above written.

    


    Sincerely
      yours, 

    


    POWERRAISE
      INC.

    


    


    /s/
      Arik
      Hertz                              


    Name:
      Arik Hertz

    Title:
      Chief Executive Officer

    


    


    


    Accepted
      and Agreed: Tsvi
      Goren           Date:
      August 19, 2008